Sample Contract Provisions

Submitted by Philip M. Bluestein

These provisions are not endorsed or submitted by any hospital or entity

Physician Employment contracts vary from state to state and contracts should be tailored
to appropriate state laws and the contracting norms of the area. Below are provisions taken from
a variety of contracts some of which come from a large organization employing physicians in
multiple states. These provisions are not necessarily provided as examples of the best language,
and may or may not be enforceable in some jurisdictions, including the ones in which they are
being used. Rather they are provided to show how employers are addressing some of these
issues. Selections were made from these particular contracts in order to provide more generic
provisions that are being used. Many of the provisions have been partially modified.

Non-Competition and Non-Solicitation

Non-Competition and Non-Solicitation

Restrictive Covenant. Employer and Employee acknowledge and agree that a strong
relationship and connection exists and will be further developed between Employer and its
current and prospective patients, referral sources, and customers as well as the hospitals and
healthcare facilities at which it provides professional services and that Employer’s goodwill is
inextricably intertwined with such relationships and connections. Employer and Employee
further acknowledge and agree that the restrictive covenants described in this Section are
designed to enforce, and are ancillary to or part of, the promises contained in this Agreement and
are reasonably necessary to protect the legitimate interests of Employer in the following: (1) the
use and disclosure of the Confidential Information; (2) the professional development activities
described in this agreement; (3) the mutual interests between and among all physicians employed
by Employer, to promote the interests of the Employer and of each other without concern that
such efforts may be used for the benefit of third-parties; (4) the goodwill of the Employer, as
promoted by Employee; (5) the promotion of Employee’s proficiency, reputation and goodwill
by Employer by the use of its Practice Management Methods, Confidential Information and trade
secrets; and (6) the protection of Employer’s Billing Practices, Confidential Information and
trade secrets. The foregoing listing is by way of example only and shall not be construed to be an
exclusive or exhaustive list of such interests. Employee acknowledges that the restrictive
covenants set forth below are of significant value to Employer and were a material inducement to
Employer in (i) agreeing to this Agreement, (ii) disclosing to Employee of Employer’s
Confidential Information and trade secrets, and (iii) further investing in the Practice. Employee
further acknowledges that the goodwill and other proprietary interest of Employer will suffer
irreparable and continuing damage in the event Employee enters into competition with
Employer.

A. Non-Compete. Ancillary to the promises contained herein, during the Restricted

Period (as defined below), Employee will not, without the prior written consent of Employer,
engage directly or indirectly in the practice of medicine in the Specialty, either as a shareholder,
officer, partner, employee, independent contractor, or owner, or in any other capacity, within the
Restricted Area. The “Restricted Area” means the area within ten (10) miles of any health care
facility at which Employee rendered medical services on behalf of Employer as of the date of
termination of this Agreement or at any time within the prior one (1) year period. The
“Restricted Period” means the term of employment and a period of one (1) year after
Employee’s employment with Employer is terminated (whether terminated with or without cause
and regardless of who initiated such termination).

This Section is not intended to deprive Employee of the ability to make a living as a
physician. It is acknowledged and agreed by the parties hereto that the restrictive covenants in
this agreement have been narrowly tailored to prohibit Employee from working in competition
with Employer within the limited geographic area described above and that they are reasonable
and necessary to protect Employer’s legitimate business interests and goodwill and are not
burdensome to Employee or merely punitive or arbitrary in nature, and that Employee shall be
able to earn a living while complying with such restrictive covenants.

B. Non-Solicitation of Patients or Other Customers. During the Restricted

Period, Employee shall not, directly or indirectly, as an individual or on behalf of a firm,
corporation, partnership or other legal entity, except on behalf of and for the benefit of Employer
(i) solicit hospitals or health care facilities with which Employer has contracts to render
professional services or at which Practice physicians provide services, (ii) take any action that
would interfere with, diminish or impair the valuable relationships that Employer or its affiliates
has with third party payors, referral sources, patients, hospitals or health care facilities, or (iii)
solicit patients, referral sources or customers of Employer.

C. Non-Solicitation of Employees. During the Restricted Period, Employee will not,

directly or indirectly, as an individual or on behalf of a firm, corporation, partnership or other
legal entity, solicit for employment or endeavor in any way to entice or lure away from
employment with Employer or hire or offer to hire any employee, officer, director or agent of
Employer.

Alternative Non-Competition and Non-Solicitation

Restrictive Covenant. Physician agrees and acknowledges that the covenants contained
in this Section are reasonable and necessary for the protection of the interests covered in the fully
enforceable and ancillary agreements contained in this Agreement, including, without limitation,
the covenants contained in this Section. With the exception of the services and duties that
Physician performs for Employer or on Employer's behalf pursuant to the terms of this
Agreement, Physician agrees that during the Agreement Term and for a period of one (1) year
after the termination of the Agreement Term for any reason whatsoever, Physician shall not: i)
Within a ten (10) mile radius of the Practice, as determined at the time of termination, (the
"Restricted Territory") (a) engage in any medical practice, engage in any business, or perform
any service, directly or indirectly, in competition with the medical services of Employer, (b)
have any interest, whether as a proprietor, partner, employee, shareholder, principal, agent,
consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that
shall so engage in medical services, or (c) have any financial interest in any inpatient or
outpatient healthcare facility (other than a financial interest of less than five percent (5%) of the
issued and outstanding stock of a publicly-traded corporation or a financial interest in a facility
owned or operated by an Affiliate of Employer), in each case, that is located in, provides services
in, or does any business whatsoever within, the Restricted Territory; or ii) Knowingly solicit,
recruit or hire any person who is or was an employee of Employer within the six months
preceding the termination.

Nonsolicitation of Employees. Within the Restricted Territory, Physician further agrees

that for a period of time equal to one (1) year after termination of the Agreement Term for any
reason whatsoever (including expiration), Physician shall not, within the Restricted Territory,
knowingly solicit the services of any employee, consultant, or provider which renders services
to, or for the benefit of, Employer for any other person's or company's use or benefit, or
knowingly induce or help to induce any employee, consultant or provider that renders services
to, or for the benefit of, Employer to leave for other employment, without Employer's prior
written consent.

Nonsolicitation of Business. Within the Restricted Territory, Physician further agrees

that for a period of time equal to one (1) year after termination of the Agreement Term for any
reason whatsoever (including expiration), Physician shall not, within the Restricted Territory,
knowingly solicit any business from patients of Employer, for services competitive with those of
Employer and the Practice or knowingly request, induce or advise patients of the business to
withdraw, curtail or cancel their business with Employer or knowingly assist, induce, help or join
any other person or company in doing any of the above activities;

Medical Records Ownership, Disclosure, Access to and Use

Confidentiality of Medical Records. All records relating to any patient of

Employer treated by Physician, whether classified as medical records, therapists’ notes, business
records or otherwise shall be confidential and shall be the sole property of Employer. Physician
agrees not to remove such records upon the termination of his/her employment without the
written consent of Employer and where required, written authorization from the patients;
provided, however, Physician shall be provided on a timely basis a full and complete copy of
such patient records upon appropriate patient authorization or as required by law. For all records
so duplicated, Employer reserves the right of full and complete access in any event of litigation
or administrative proceedings arising after termination of Physician’s employment.
Notwithstanding anything to the contrary in this agreement, Physician shall have access to
patient records and information in order to respond to licensing board inquiries, investigations or
complaints, investigations or inquiries by state or federal agencies or entities and to response to
lawsuits or claims against and to subpoenas or other court orders.

Intellectual Property

A. Confidential Information and Trade Secrets. As used in this Agreement, the

term “Confidential Information” means any and all confidential, proprietary or trade secret
information, whether disclosed, directly or indirectly, verbally, in writing or by any other means
in tangible or intangible form, including that which is conceived or developed by Employee,
applicable to or in any way related to: (i) patients with whom Employer has a physician/patient
relationship; (ii) the present or future business or financial performance of Employer or any
affiliate of Employer; or (iii) the research and development of Employer or any affiliate of
Employer; (iv) information regarding the employees of the Employer or any affiliate of
Employer; (v) information relating to the referral sources and practices of referring physicians;
or (vi) information relating to Employer’s relationships with third party payors and health care
facilities. By way of further definition, and without limiting the generality of the foregoing,
Confidential Information includes: (a) the development and operation of Employer’s program to
provide services within the Practice, including information relating to budgeting, staffing needs,
marketing, research, hospital relationships, equipment capabilities, and other information
concerning such facilities and operations and specifically including the procedures and business
plans developed by Employer for use at the hospitals where Employer conducts its business; (b)
Billing Practices and contractual arrangements between the Employer and insurers or managed
care associations or other payors; (c) the databases of Employer; (d) the clinical and research
protocols of Employer; (e) coding guidelines and algorithms developed by Employer; (f) the
referral sources of Employer; (g) Employer’s Practice Management Methods; and (h) other
confidential information of Employer that is not generally known to the public that gives
Employer the opportunity to obtain an advantage over competitors who do not know or use it.
The parties agree that, as between them, this Confidential Information constitutes important,
material, and confidential trade secrets that affect the successful conduct of Employer's business
and its goodwill. Employee acknowledges that the Confidential Information specifically
enumerated above is special and unique information and is not information that would be
considered a part of the general knowledge and skill Employee has or might otherwise obtain.

Notwithstanding the foregoing, Confidential Information shall not include any

information that (i) was known by Employee from a third party source before disclosure by or on
behalf of Employer, (ii) becomes available to Employee from a source other than Employer that
is not bound by a duty of confidentiality to Employer, (iii) becomes generally available or known
in the industry other than as a result of its disclosure by Employee, or (iv) has been
independently developed by Employee and may be disclosed by Employee without breach of this
Agreement, provided, in each case, that the Employee shall bear the burden of demonstrating
that the information falls under one of the above-described exceptions.

Employee agrees that the terms of this Agreement shall be deemed Confidential
Information for purposes of this Section X. Employee shall keep the terms of this Agreement
strictly confidential and will not, without the prior written consent of Employer, disclose the
details of this Agreement to any third party in any manner whatsoever in whole or in part, with
the exception of Employee’s representatives (such as tax advisors and attorneys) who need to
know such information.

B. Disclosure of Confidential Information. Employer and Employee acknowledge

and agree that (i) Employer possesses and will continue to possess Confidential Information as
defined in this Agreement, and (ii) Employer will disclose Confidential Information to Employee
during Employee’s tenure with Employer as an employee as required by this Agreement and
otherwise, (iii) during the Initial Term and any renewal thereof, Employee will, with the
assistance of and investment by Employer, develop Confidential Information, which Confidential
Information shall be owned by Employer, and (iv) such Confidential Information is of significant
value to Employer and gives Employer an advantage over competitors who do not know or use
it. Employee specifically agrees that Employee will not at any time, whether during or
subsequent to the term of Employee's employment with Employer (and regardless of whether
such employment terminates with or without cause), in any fashion, form or manner, unless
specifically consented to in writing by Employer, either directly or indirectly, use or divulge,
disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any
Confidential Information of any kind, nature, or description concerning any matters affecting or
relating to the business of Employer, except as necessary to provide patient care and subject to
applicable law. The parties agree that any breach or threatened breach by Employee of any term
of this Section is a material breach of this Agreement and shall constitute “Cause” for the
termination of Employee’s employment hereunder. Employer and Employee agree, and
Employee specifically acknowledges that Employer shall be entitled to temporary and permanent
injunctive or other equitable relief in order to prevent or restrain any such breach or threatened
breach by Employee or Employee’s partners, agents, representatives, servants, independent
contractors, or any and all persons or entities directly or indirectly acting for or with Employee
which relief may be obtained by any court or arbitrator. The parties hereby waive any
requirement that Employer post bond in connection with the foregoing. The rights and remedies
of Employer under this Section shall be in addition to, and not in limitation of, any rights,
remedies or damages available to it at law or equity. In the event that Employee is ordered to
disclose any Confidential Information, whether in a legal or a regulatory proceeding or
otherwise, Employee shall provide Employer with prompt written notice of such request or order
so that Employer may seek to prevent disclosure or, if that cannot be achieved, the entry of a
protective order or other appropriate protective device or procedure in order to assure, to the
extent practicable, compliance with the provisions of this Agreement. In the case of any
disclosure, Employee shall disclose only that portion of the Confidential Information that
Employee is ordered to disclose.

C. Ownership of Work Product and Other Rights. Employee acknowledges that in

connection with the performance of Employee’s duties hereunder and at the cost and expense of
Employer, Employee will develop Confidential Information and trade secrets which Confidential
Information and trade secrets shall enhance the goodwill of Employer, and which Confidential
Information and trade secrets warrant protection under the restrictive covenants contained in this
agreement. Employee agrees and acknowledges that all Confidential Information, trade secrets,
copyrights, patents, trademarks, service marks, or other intellectual property or proprietary rights
associated with any ideas, concepts, techniques, inventions, information, processes, or works of
authorship developed or created by Employee during the course of performing work for
Employer and any other work product conceived, created, designed, developed or contributed by
Employee during the term of this Agreement that relates in any way to the business of Employer
or its affiliates (collectively, “Work Product”), shall belong exclusively to Employer and shall, to
the extent possible, be considered a work made for hire within the meaning of Title 17 of the
United States Code. Publication of any such Work Product shall require prior consent of
Employer and shall prominently reference Employer’s name. To the extent Work Product may
not be considered a work made for hire owned exclusively by Employer, Employee hereby
assigns to Employer all right, title, and interest worldwide in and to such Work Product at the
time of its creation, without any requirement of further consideration. Upon request of Employer,
Employee shall take such further actions and execute such further documents as Employer may
deem necessary or desirable to further the purposes of this Agreement, including without
limitation separate assignments of all right, title, and interest in and to all rights of copyright and
all right, title, and interest in and to any inventions or patents and any reissues or extensions
which may be granted therefor, and in and to any improvements, additions to, or modifications
thereto, which Employee may acquire by invention or otherwise, the same to be held and
enjoyed by Employer for its own use and benefit, and for the use and benefit of Employer’s
successors and assigns, as fully and as entirely as the same might be held by Employee had this
assignment not been made.

Moonlighting and Other Outside Employment Opportunities

No Outside Activities Without Permission. During Physician's employment with

Employer, Physician shall not, directly or indirectly, engage in any other medical or surgical
practice; render any other medical or surgical care to patients (except in an emergency): perform
any administrative or other duties or services of a medical nature; or establish, own (in whole or
part), operate, manage, or provide any contracted services to any non-Employer entity that
provides medical or surgical services without the prior written consent of Employer or their
designee. Prior written consent, however, is not required for occasional lectures, speeches or
presentations, including those involving honoraria, so long as such activities do not interfere with
Physician's performance of the Services and present no conflict of interest with Employer.

If the outside activity concerns the possibility of Physician serving as a consultant or

testifying expert to or for a party or parties preparing for or conducting litigation, Physician shall
not accept such engagement without the prior written consent of Employer.

Alternative Language

Approval of Certain Activities; Limitations on Ownership. The Employer may

approve Physician’s performance of activities beyond the scope of employment only when the
following criteria are met: (a) the activity does not interfere with Physician’s duties under this
Agreement; (b) the activity is undertaken during Physician’s scheduled time off; (c) the activity
does not utilize Employer resources; (d) the activity is not inconsistent with any applicable
Employer policies; and (e) the activity does not create any risk of liability or loss to the
Employer or risk of damage to its reputation, image or good standing in the community. No
products or non-physician services may be offered or sold by Physician to patients of the
Employer, or to any other person on any premises belonging to Employer, other than through the
Employer. Under no circumstances may Physician individually bill or charge any patient or third
party payer for the services provided by Physician pursuant to this Agreement. Physician has no
right of ownership in any donation, grant, bequest or contribution made to Employer by any
patient, benefactor, organization or other donor. All such donations, grants, bequests or
contributions are the exclusive and sole property of Employer. Unless specifically authorized by
the Employer in writing, Physician has no authority to execute or otherwise enter into any
agreement on behalf of Employer.
Compensation Structures

Base Salary

A. Base Salary. For all services rendered by Employee pursuant to this Agreement and for
Employee’s compliance with the obligations described in this Agreement, and in addition to
other monetary or fringe benefits referred to herein, Employee shall receive an annual base
salary (the “Base Salary”) as follows:
1. From the Effective Date up to the date prior to the first anniversary of the
Effective Date (“Year One”), Employee shall receive a Base Salary in the amount of
______________ per year.

2. From the first anniversary of the Effective Date up to the date prior to the second anniversary
of the Effective Date (“Year Two”), Employee shall receive a Base Salary in the amount of
______________.
3. From the second anniversary of the Effective Date up to the date prior to the third anniversary
of the Effective Date (“Year Three”), Employee shall receive a Base
Salary in the amount of _________________.

Absent an adjustment to Base Salary in any renewal periods, the amount of the Base Salary
during Year Three shall continue as Employee’s Base Salary during any renewal periods. Any
adjustment to the Base Salary for renewal periods, if applicable, shall be mutually agreed upon in
writing by Employee and Employer.

B. Payment of Base Salary. The Base Salary shall be payable in installments consistent with
Employer’s normal payroll schedule, subject to applicable withholding and other taxes.

C. Physician Performance Incentive Program. In addition to the Base Salary,

Employee shall be eligible to participate in a bonus pool, which will be based on criteria
established by Employer (the “Incentive Program”). Should Employer change such
compensation methodology with respect to bonuses at any time in the future, the Incentive
Program provisions herein shall be modified accordingly.

D. Payment Under Physician Performance Incentive Program. The physician bonus, if any,
shall be payable pursuant to the terms and conditions of the Incentive Program then in effect.
The distribution of any such bonus among the Practice physicians shall be determined by the
Medical Director and any payment to Employee shall be approved in advance by the Regional
President. In no event shall a payment to an individual physician be based directly on such
physician’s orders or referrals of Designated Health Services (as defined in 42 U.S.C. sec.
1395nn(h)(6)).

RVU/Production Based Compensation

Production-Based Compensation. Physician production-based compensation will use a

work relative value unit ("wRVU") production methodology, with the initial dollars per wRVU
conversion factor set at $_____ per wRVU for the first year of the initial Term. The wRVU
conversion factor will be updated annually as of each one-year anniversary of the Effective Date
of this Agreement using market data and the same methodology as was used to develop initial
dollar amount per wRVU referenced above, and as further described below (the "Calculation
Method").

Compensation per wRVU Calculation Method and Annual Updates. The same
Calculation Method used to calculate the initial dollars per wRVU conversion factor set forth
above will be used to update the conversion factor as of each one year anniversary of the
Effective Date of this Agreement. Physician agrees that a uniform dollars per wRVU conversion
factor will be used with all physicians in the Practice Specialty and updated annually. The
uniform dollars per wRVU conversion factor used to determine Physician compensation will be
updated on each one year anniversary of the Effective Date of this Agreement, using the most
recently calculated uniform dollars per wRVU value calculated as set forth above. Physician
agrees that the update and use of the updated wRVU conversion factor determined using the
Compensation Method described above will occur on each anniversary of the Effective Date of
this Agreement without separate amendment of this Agreement or separate consent by Physician.

Malpractice Insurance Claims, Settlement and Tail Insurance

Upon the termination of this Agreement regardless of the reason for termination,
Physician shall be required to maintain in effect, at Physician’s sole cost, an extended reporting
endorsement, commonly referred to as “tail coverage,” or other continuation of professional
liability insurance insuring the Employer and Physician for claims made as a result of
Physician’s services rendered during the term of this Agreement. Any such coverage shall be at
the limits of coverage, terms and deductible as the coverage maintained by the Employer prior to
Physician’s termination. Physician shall provide the Employer with satisfactory evidence of
such coverage, and if satisfactory evidence is not received by the Employer upon demand, then
the Employer shall have the right to pay the premium for any such coverage and withhold the
amount of said premium from any amounts owed to Physician. In the event that the amount of
the premium exceeds any amounts owed to Physician, then the Physician shall repay the
Employer the remaining amount with in 5 days of notice by the Employer. The Employer shall
have the right to collect on any unpaid amount by the Employee and shall be entitled to interest,
costs and attorneys fees related to such collection.

Signing Bonuses, Moving Expenses

Moving Expenses. Employer shall reimburse Employee for expenses incurred by

Employee to relocate Employee’s personal residence to a location reasonably proximate to the
Employer. Such reimbursement shall be up to _____________ and payable upon presentation of
receipts reasonably acceptable to Employer evidencing such expenses.

In the event that, prior to the first anniversary of the Effective Date, Employee terminates
this Agreement pursuant to Section _______ or Employer terminates this Agreement pursuant to
Section _________, Employee shall reimburse Employer all amounts received from Employer
pursuant to this Section within five (5) business days after notice of termination of this
Agreement.

Sign-On Bonus. Employer shall pay Employee a sign-on bonus in the amount of
_____________________ (the “Sign-on Bonus”) as follows: (i) fifty percent (50%) shall be paid
within thirty (30) days after the completion by Employee of all applications and other
documentation necessary for Employee’s hospital privileges and participation in managed care
plans; and (ii) fifty percent (50%) shall be paid within thirty (30) days after Employee’s first day
of work hereunder, provided that Employee has completed Employer’s compliance training. In
the event Employee fails or refuses to commence work on the Effective Date or, for whatever
reason, does not remain employed with Employer for the entire Initial Term (as defined below),
Employee shall reimburse Employer the Sign-on Bonus within five (5) business days after notice
of termination of this Agreement as follows: (a) if such termination occurs prior to the first
anniversary of the Effective Date, then Employee shall reimburse Employer 100% of the Sign-on
Bonus; (b) if such termination occurs on or after the first anniversary of the Effective Date but
prior to the second anniversary of the Effective Date, then Employee shall reimburse Employer
66% of the Sign-on Bonus; and (c) if such termination occurs on or after the second anniversary
of the Effective Date but prior to the third anniversary of the Effective Date, then Employee shall
reimburse Employer 33% of the Sign-on Bonus. Employee acknowledges that the restrictive
covenant set forth in Section _____ was a material inducement to Employer paying the Sign-on
Bonus described above.

Termination

1. (a) This Agreement shall automatically terminate upon the death of Employee.
(b) Subject to applicable State and federal law, Employer may terminate this Agreement
in the event Employee shall have a Disability for ninety-one (91) days or more in any one
hundred twenty (120) consecutive day period.

2. This Agreement may be terminated immediately by Employer for “Cause.” For purposes
of this Agreement, the term “Cause” shall mean:
(a) any act or omission of Employee that is contrary to the business interests, reputation
or goodwill of Employer or its affiliates;
(b) the failure of Employee to obtain and maintain at all times throughout the Initial Term
(and any renewal thereof) an unrestricted license to practice medicine in the State;
(c) the failure of Employee to obtain and maintain at all times throughout the
Initial Term (and any renewal thereof) medical staff membership and appropriate clinical
privileges at Hospital(s);
(d) the conviction of or a plea of no contest by Employee of any misdemeanor offense
that adversely affects Employee’s ability to carry out Employee’s obligations hereunder or any
felony offense;
(e) the revocation or suspension of Employee’s right to participate in Medicare,
Medicaid, Tricare or any other governmental payor programs;
(f) Employee’s failure or refusal to comply with Employer’s workplace conduct policies
relating to substance abuse, sexual harassment, other unlawful harassment, or work place
discrimination;
 (g) Employee’s failure or refusal to comply with any other policy, standard or regulation
of Employer (including, but not limited to, adherence to Employer’s on-call schedules, weekend
call schedules, or other office policies and procedures) which failure is not cured within ten (10)
days after receipt by Employee of written notice of such failure; provided, however, that such
notice and cure rights shall not be applicable in the case of material acts of misconduct that
expose Employer to liability;
(h) Employee’s failure to provide professional medical services within the standard of
care described in Section III.A;
(i) the inability of Employer to obtain or maintain professional liability insurance as
described in Section ____ covering Employee at coverage levels and at rates substantially
commensurate with that of Employer’s other physician employees in the same geographic area;
(j) Employee commits any act which creates an offensive work environment for
employees or contractors of Employer or the Hospitals and/or disrupts the work environment of
the Practice or the Hospital;
(k) Employee’s inability to work with and relate to others, including, but not limited to,
Practice patients and staff, in a respectful, cooperative and professional manner; or
(l) Employee’s failure to comply with any other duty or obligation of Employee under
this Agreement which failure is not cured within ten (10) days after receipt by Employee of
written notice of such failure.

3. Following a material breach by Employer of any material provision of this Agreement,

this Agreement may be terminated by Employee if Employee provides Employer with
advance written notice of intent to terminate describing such breach, and Employer fails
to cure or take steps to cure the matter cited in such notice within thirty (30) days
thereafter.

4. This Agreement may be terminated by either party at any time without cause by giving at
least ninety (90) days prior written notice. In the alternative, Employer may terminate this
Agreement at any time by paying Employee three (3) months’ Base Salary in full and
complete satisfaction of any and all claims for compensation and benefits under this
Agreement.

5. If Employee determines not to renew this Agreement upon the expiration of the Initial
Term or any renewal term, Employee shall provide Employer with written notice of
Employee’s intent not to renew this Agreement at least ninety (90) days prior to
expiration hereof.

6. Upon termination of this Agreement for any reason, Employee shall receive no further
compensation from Employer except for payments of Base Salary for services rendered
prior to the effective date of termination of this Agreement.